Corporate governance Rabobank Group is comprised of independent local Rabobanks, Rabobank Nederland, which is their umbrella organisation, and a number of specialist subsidiaries. Given its mission, Rabobank puts customer interests first in its day-to-day operations. In other words, it is Rabobank's ambition to offer its customers suitable and appropriate financial services. The bank's cooperative structure allows it to build long-term relationships with customers, which helps to guarantee continuity of services in times of profitability and encourages sustainable investments in customer relations on an ongoing basis. Dutch Corporate Governance Code Dutch Banking Code The local Rabobanks are the core of the Rabobank organisation. They are independent cooperatives. The local Rabobanks, for their part, are members of, and shareholders in Rabobank Nederland, a cooperative. They are deeply rooted in their local service areas and their goal is to contribute to the development of the local economy. The local Rabobanks are organised in twelve Regional Delegates Assemblies. Each Regional Delegates Assemblee has its own Board whose members also sit on the Central Delegates Assembly, a body responsible for an important part of Rabobank Nederland's policy-making. The Regional Delegates Assemblies appoint the members of the Central Delegates Assembly as their representatives at local and group level. All local Rabobanks together form the General Meeting of Rabobank Nederland, the body in the governance structure whose responsibilities include appointing the members of the Supervisory Board of Rabobank Nederland. The policies of Rabobank Group are based on its strategic principles. The interrelationship between risk, return and capital is crucial in the decision-making process. Standards based on regulatory and other provisions have been formulated for Rabobank Group's organisation and control. Rabobank Nederland has decided to pursue voluntary compliance with the Dutch Corporate Governance Code, although, as a cooperative, it is under no obligation to do so. Due in part to its cooperative structure, Rabobank Nederland does not comply with the Dutch Corporate Governance Code in a number of respects. For more information on this topic, please log on to www.rabobank.com/en/group/About_Rabobank_group/Corporate_governance/index.html. The Board of the Dutch Banking Association adopted the Banking Code for Dutch banks in 2009 as an implementation of a report entitled 'Naar herstel van vertrouwen'(Restoring trust) published by the Advisory Committee on the Future of Banks. Rabobank Nederland modelled its governance structure on the Dutch Banking Code in 2010. To find out more about Rabobank's compliance with the Dutch Banking Code, please consult the section on the Dutch Banking Code in this Annual Report and a separate appendix to this Annual Report that is available on our corporate website www.rabobank.com/annualreports. 84 Annual Report 2012 Rabobank Group

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Annual Reports Rabobank | 2012 | | pagina 85